UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | On May 18, 2022, CVB Financial Corp. (the “Company”) held its 2022 Annual Meeting of Shareholders. |
| (b) | Each of the matters submitted to the shareholders was approved by the requisite voting power required for approval of the respective proposal. The results of the voting on the matters submitted to the shareholders are as follows: |
Proposal 1 – Election of Directors
The following 8 individuals were elected to serve as directors of the Company for a one year term expiring at the 2023 Annual Meeting of Shareholders or until their successors are elected and qualified:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| George A. Borba, Jr. |
103,682,965 | 1,880,235 | 18,894,673 | |||||||||
| David A. Brager |
105,208,529 | 354,671 | 18,894,673 | |||||||||
| Stephen A. Del Guercio |
102,712,606 | 2,850,594 | 18,894,673 | |||||||||
| Rodrigo Guerra, Jr. |
102,706,244 | 2,856,956 | 18,894,673 | |||||||||
| Anna Kan |
102,659,990 | 2,903,210 | 18,894,673 | |||||||||
| Raymond V. O’Brien III |
102,714,610 | 2,848,590 | 18,894,673 | |||||||||
| Jane Olvera |
102,614,015 | 2,949,185 | 18,894,673 | |||||||||
| Hal W. Oswalt |
102,333,530 | 3,229,670 | 18,894,673 | |||||||||
Proposal 2 – A Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers for 2021 (“Say-On-Pay”).
| Votes For |
Votes Against | Abstain | Broker Non-Votes | |||
| 102,618,378 |
2,252,308 | 692,514 | 18,894,673 |
Proposal 3 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2022
The appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2022 was ratified. The voting results were as follows:
| Votes For |
Votes Against | Abstain | Broker Non-Votes | |||
| 123,427,981 |
405,077 | 624,815 | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CVB FINANCIAL CORP. | ||||||
| (Registrant) | ||||||
| Date: May 19, 2022 | By: | /s/ Richard H. Wohl | ||||
| Richard H. Wohl | ||||||
| Executive Vice President and General Counsel | ||||||